Notice of the Annual General Meeting

February 10, 2014 07:30 ET | Source:Vaisala

Vaisala Corporation
Stock Exchange Release
February 10, 2014 at 2:30 p.m.
Notice of the Annual General Meeting
Notice is given to the shareholders of Vaisala Corporation of the Annual General
Meeting to be held on Wednesday, March 26, 2014 at 6 p.m. at Vaisala
Corporation's head office, Vanha Nurmijärventie 21, 01670 Vantaa, Finland. The
reception of persons who have registered for the meeting will commence at 5:15
p.m.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be handled:
1. Opening of the Meeting
2. Matters of order for the Meeting
3. Election of the persons to confirm the minutes and to verify the counting of
votes
4. Recording the legal convening of the Meeting
5. Recording the attendance at the Meeting and adoption of the list of votes
6. Presentation of the annual accounts, the review by the Board of Directors and
the auditor's report for the year 2013
Review by the President and CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes to the Annual General Meeting a dividend of EUR
0.90 per share for the fiscal year 2013 to be paid. The dividend would be paid
to shareholders registered in the Register of Shareholders held by Euroclear
Finland Ltd on the record date of the dividend distribution, March 31, 2014. The
Board of Directors proposes that the dividend will be paid on April 7, 2014.
9. Resolution on the discharge of the members of the Board of Directors and the
CEO and President from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes to the Annual General Meeting that the annual
fee payable to the Board members elected at the same meeting for a term until
the close of the Annual General Meeting in 2015 will be: the Chairman of the
Board of Directors EUR 45,000 and each Board member EUR 35,000 per year.
Approximately 40 percent of the annual remuneration will be paid in Vaisala
Corporation's A-shares acquired from the market and the rest in cash. The shares
will be acquired directly in the name of the Board members within two weeks from
the release of the interim report for January 1-March 31, 2014. The Company will
pay the costs related to the acquisition of the Company shares.
The Board of Directors proposes to the Annual General Meeting that the
compensation for the Chairman of the Audit Committee would be EUR 1,500 per
attended meeting and EUR 1,000 for each member of the Audit Committee for a term
until the close of the Annual General Meeting in 2015.
The Board of Directors proposes to the Annual General Meeting that the
compensation for the Chairman and each member of the Remuneration Committee and
any other committee established by the Board of Directors would be EUR 1,000 per
attended meeting for a term until the close of the Annual General Meeting in
2015.
11. Resolution on the number of members of the Board of Directors
Shareholders representing more than 10% of all the votes in the company have
announced their intention to propose to the Annual General Meeting, that the
number of Board members be seven. The proposal for the number of the Board
members is integrally related to the proposal by the same shareholders for the
election of the members of the Board of Directors as presented in section 12
below.
12. Election of members of the Board of Directors
The terms of office of Board members Raimo Voipio, Mikko Niinivaara and Timo
Lappalainen will end at the Annual General Meeting. Board member Timo
Lappalainen has informed that he will not be available for re-election at the
Annual General Meeting. Mr. Lappalainen has been a Board member since 2011. As
Mr. Lappalainen is not available for re-election the shareholders representing
more than 10% of all the votes in the company have announced their intention to
propose to the Annual General Meeting, that Raimo Voipio and Mikko Niinivaara be
re-elected as members of the Board of Directors and that Ms. Petra Lundström and
Mr. Pertti Torstila be elected as a new members of the Board of Directors. Due
to stipulations of the Articles of Association concerning the term of the
members of the Board of Directors Ms. Petra Lundström would be elected for a
term until the close of the Annual General Meeting in 2015 and the other member
candidates proposed to be elected for a term until the close of the Annual
General Meeting in 2017. The above mentioned candidates have given their consent
to the election and their personal information is presented on the Company's
website www.vaisala.com/investors.
13. Resolution on the remuneration of the Auditors
The Board of Directors proposes to the Annual General Meeting that the Auditors
be reimbursed according to their reasonable invoice presented to the company.
14. Election of Auditor
Following the competitive tenders for auditing services, the Board of Directors
proposes to the Annual General Meeting that Authorized Public Accountants
Deloitte & Touche Oy be elected to act as auditor of the Company until the end
of the following Annual General Meeting. Deloitte & Touche Oy has informed that
APA Merja Itäniemi will act as the auditor with the principal responsibility.
15. Proposal by the Board of Directors for authorizing the Board of Directors to
decide on the directed acquisition of own A-shares
The Board of Directors proposes that the General Meeting authorize the Board of
Directors to decide on the directed acquisition of a maximum of 160,000 of the
Company's own A-shares in one or more instalments with funds belonging to the
Company's unrestricted equity.
The shares shall be acquired in a proportion other than that of the
shareholders' current shareholdings in the Company in public trading arranged by
NASDAQ OMX Helsinki Ltd at the market price on the moment of acquisition. The
shares shall be acquired and paid according to the rules of NASDAQ OMX Helsinki
Ltd and Euroclear Finland Ltd. The Board of Directors is authorized to decide on
the acquisition of own shares in all other respects.
It is proposed that the authorization is valid until the closing of the next
Annual General Meeting, however, no longer than September 26, 2015. The
authorization replaces the previous authorization for directed acquisition of
own A-shares granted by the Annual General Meeting on March 26, 2013.
16. Proposal by the Board of Directors for authorizing the Board of Directors to
decide on the transfer of the Company's own shares
The Board of Directors proposes that the General Meeting authorize the Board of
Directors to decide on the transfer of the Company's own shares as follows.
The authorization concerns only A-shares held by the Company. The authorization
is limited to a maximum of 319,150 shares, which corresponds to approximately
2.15 per cent of all A-shares in the Company and to approximately 1.75 per cent
of all shares in the Company.
The transfer of own shares may be carried out in deviation from the
shareholders' pre-emptive rights (directed issue). The authorization entitles
the transfer of shares that are held by the Company as a directed issue without
payment as part of the Company's share based incentive plan. The Board of
Directors can also use this authorization to grant special rights entitling
subscription of the Company's own shares that are held by the Company. The
subscription price of the shares can instead of cash also be paid in full or in
part as contribution in kind.
The Board of Directors decides on all other conditions of the transfer of own
shares. It is proposed that the authorization is valid until March 26, 2019. The
authorization replaces the previous authorization for transferring own A-shares
granted by the Annual General Meeting on March 26, 2013.
17. Proposal by the Board of Directors for authorizing the Board of Directors to
decide on donations
The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on donations of maximum EUR 250,000. The donations
may be granted in one or several payments. The Board of Directors decides on the
related payments. It is proposed that the authorization is valid until the close
of the Annual General Meeting in 2015.
18. Closing of the Meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The aforementioned proposals of the Board of Directors on the agenda of the
Annual General Meeting and this notice are available at Vaisala Corporation's
web site at at www.vaisala.com/investors starting from the date of this notice.
The Company's annual accounts, the review by the Board of Directors and the
Auditor's report are available on the above-mentioned website no later than
March 5, 2014. The proposals of the Board of Directors and the annual accounts
will also be available on view at the Annual General Meeting at Corporation's
head office in Vantaa, Vanha Nurmijärventie 21. Copies of these documents and of
this notice will be sent to shareholders upon request.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Right to attend and registration
Each shareholder, who is registered on March 14, 2014 in the Register of
Shareholders held by Euroclear Finland Ltd, has the right to participate in the
Annual General Meeting. A shareholder, whose shares are registered on his/her
Finnish book-entry account, is registered in the Register of Shareholders of the
Company.
A shareholder, who wishes to participate in the Annual General Meeting, may
register for the Meeting by giving a prior notice of participation no later than
on March 21, 2014 at 10:00 a.m. (Finnish time).
A prior notice of participation can be given:
a) through Vaisala's website at www.vaisala.com/investors
b) by email to paivi.aaltonen@vaisala.com
c) by telephone to +358 9 8949 2201 during working days between 9 a.m. and 11
a.m. (Finnish time).
In connection with the registration, a shareholder is expected to notify his/her
name, personal identification number, address, telephone number, the name of a
possible assistant or representative and the name and the personal
identification number of a possible proxy representative. The personal data
given to Vaisala Corporation by the shareholders will be used only in connection
with the Annual General Meeting and with the processing of related
registrations.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Meeting by representative. A proxy representative shall produce a
dated proxy document or otherwise in a reliable manner demonstrate his/her right
to represent the shareholder. Should a shareholder participate in the meeting by
means of several proxy representatives representing the shareholder with shares
in different book-entry accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual General Meeting. Possible proxy documents should be
delivered in originals to Vaisala Oyj, Päivi Aaltonen, PL 26, 00421 Helsinki or
by email to paivi.aaltonen@vaisala.com before the end of the registration time.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised without delay to request from
his/her custodian bank necessary instructions regarding the registration in the
Register of Shareholders of the Company, issuing of proxy documents and
registration for the Annual General Meeting.
The account management organization of the custodian bank will register a holder
of nominee registered shares, who wants to participate in the Annual General
Meeting, to be entered in the temporary Register of Shareholder of the Company
at the latest on March 21, 2014 at 10:00 a.m. (Finnish time).
4. Other instructions and information
A shareholder present in the meeting has the right to present questions at the
Annual General Meeting in accordance with Chapter 5 Section 25 of the Companies
Act relating to the matters handled in the meeting.
On the date of this notice of the Annual General Meeting, February 10, 2014, the
total number of shares in Vaisala Corporation is 18 218 364 shares constituted
of 3 389 351 K-shares and 14 829 013 A-shares. Vaisala has 159,150 A-shares in
treasury. Each K-share entitles its holder to twenty (20) votes and each A-share
entitles its holder to one (1) vote. The total number of votes excluding the
treasure shares is 82 456 883 of which K-shares represent 67 787 020 votes and
A-shares represent 14 669 863 votes.
Vantaa, February 10, 2014
Vaisala Corporation
Board of Directors
Additional information
Kaarina Muurinen, CFO
gsm +358 40 577 5066
Vaisala Corporation
Distribution:
NASDAQ OMX Helsinki
Key media
www.vaisala.com
Vaisala is a global leader in environmental and industrial measurement. Building
on over 75 years of experience, Vaisala contributes to a better quality of life
by providing a comprehensive range of innovative observation and measurement
products and services for chosen weather-related and industrial markets.
Headquartered in Finland, Vaisala employs approximately 1400 professionals
worldwide and is listed on the NASDAQ OMX Helsinki stock exchange.
www.vaisala.com www.twitter.com/VaisalaGroup
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